Phoenix Digital - Proposed Re-dom and Publication of Scheme Circular

This announcement contains information which, prior to its disclosure, was inside information as stipulated under Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310 (as amended). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

16 December 2025

Phoenix Digital Assets PLC

("Phoenix" or "the Company")

Proposed Re-domiciliation and Publication of Scheme Circular

Phoenix Digital Assets PLC (AQSE: PNIX) announces that, further to the announcement made on 4 December 2025, it has published a circular (the "Scheme Circular") setting out details of the proposed introduction of a new parent company, Phoenix Digital Assets (Gibraltar) PLC ("New Phoenix"), by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

The Scheme Circular has been sent to shareholders and will shortly be available on the Company's website www.getphoenix.co.uk/investors.

This announcement should be read in conjunction with the full text of the Scheme Circular. Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Circular.

Background & Rationale for the Scheme

As noted in the Company's previous announcement on 4 December 2025, the Company is primarily focused on the management of a crypto token portfolio. Since incorporation, the Company has faced an uncertain regulatory environment in the United Kingdom and has faced significant operational challenges, including but not limited to access to banking facilities, the experience and expertise of professional advisers in the digital asset sector and general regulatory oversight.

In the opinion of the Directors the key reasons for redomiciling to Gibraltar are as follows:

·    Regulatory Environment: Gibraltar has adopted bespoke regulations governing distributed ledger technologies (DLT) which have, together with a supportive regulatory environment, attracted businesses in the Web 3 and digital assets sector in Gibraltar. Together with an established funds regime, the Directors consider that Gibraltar provides an attractive regulatory environment for the future development of the Company's business.

·    Experienced Professional Advisers: As a result of the regulatory environment noted above, Gibraltar has experienced professionals who are familiar with digital assets and Web 3. This enables access to high quality service providers and, when combined with the regulatory environment, reduced friction in carrying on the Company's business.

·    As a result, the Directors consider that there are significant benefits associated with being a Gibraltar registered company.

Overview of the Scheme and Anticipated Timetable

Phoenix proposes to re-domicile the Company from the United Kingdom to Gibraltar by inserting New Phoenix as the new holding company of the Group. The re-domiciliation will be implemented by means of the Scheme, pursuant to which New Phoenix will acquire the entire issued share capital of Phoenix.

Under the terms of the Scheme, shareholders will receive one New Phoenix share for each Old Phoenix share held. Following the Scheme becoming effective, New Phoenix will become the listed parent company of the Group and Phoenix will become a wholly owned subsidiary.

The Scheme is subject to, among other things, approval of shareholders at a Court Meeting and at a General Meeting, sanction by the Court, authorisation (or deemed authorisation) of New Phoenix by the Gibraltar Financial Services Commission (the "GFSC") as an experienced investor fund ("EIF") and admission of the New Phoenix shares to trading on the Access Segment of the AQSE Growth Market.

Application will be made by New Phoenix to Aquis Stock Exchange Limited ("AQSE") for the New Phoenix Shares to be admitted to trading on the Access Segment of the AQSE Growth Market. It is expected that dealings in Old Phoenix Shares will continue until close of business on 20 January 2026 and that Admission of the New Phoenix Shares will become effective and that dealings in the New Phoenix Shares will commence at 8.00 a.m. on 22 January 2026.

The anticipated timetable, as set out in the Scheme Circular, is as follows:

These dates are indicative only and remain subject to change.

Information on New Phoenix

New Phoenix has been incorporated in Gibraltar as a public company limited by shares with company registration number 126184 and with registered office at Onyx Suite, Eurocity, Gibraltar.

New Phoenix has been established as an EIF in accordance with the Financial Services (Experienced Investor Fund) Regulations 2020 of Gibraltar ("EIF Regulations") and the Financial Services Act 2019 of Gibraltar (the "FS Act") and will be deemed to be authorised by the GFSC in accordance with the EIF Regulations. 

The Company is self-managed for the purposes of the Financial Services (Alternative Investment Fund Managers) Regulations 2020 of Gibraltar (the "AIFM Regulations") and is required to be registered with the GFSC as a "Small AIFM" in accordance with the AIFM Regulations. Requirements which may be deemed necessary for the protection of retail investors or non-Experienced Investors do not apply to EIFs and/or experienced investors who are not eligible to invest in New Phoenix. New Phoenix will be managed by the Directors of New Phoenix. Further details on the appointment and termination of the Directors of New Phoenix are set out in the Scheme Circular.

Following completion of the Scheme, New Phoenix will continue the Group's existing investment strategy, with no material change to the nature of the business anticipated as a result of the re-domiciliation. The New Phoenix shares are expected to be admitted to trading on the Access Segment of the AQSE Growth Market.

Further details of New Phoenix, including its regulatory status, share capital and governance arrangements, are set out in the Scheme Circular.

The Scheme Circular has been adopted by New Phoenix as its offer document in accordance with regulation 16 and 17 of the EIF Regulations. The Company's Shareholders, as well as prospective investors in New Phoenix before deciding to invest, should read the Scheme Circular and consult their own professional advisors.  

Action to be taken

Shareholders are encouraged to read the Scheme Circular carefully in its entirety.

The Scheme Proposal is subject to the satisfaction of the Conditions set out in Part 3 of the Scheme Circular. In order to become Effective, the Scheme must be approved by a majority in number of those Scheme Shareholders who are present and vote either in person or by proxy at the Court Meeting and who represent 75 per cent. or more in value of all Scheme Shares held by such Scheme Shareholders. In addition, the Special Resolution to give effect to the Scheme must be passed at the General Meeting, New Phoenix having been (or been deemed to have been) authorised by the GFSC under the EIF Regulations and Aquis Stock Exchange must have agreed to admit the New Phoenix Shares to trading on the Access Segment of the AQSE Growth Market. Under the Companies Act, the Scheme is subject to the approval of the Court. If the Scheme becomes Effective, it will be binding on all Shareholders, including those who did not vote to approve the Scheme.

Shareholders will find enclosed with the Scheme Circular:

·    a BLUE Form of Proxy for use at the Court Meeting;

·    a WHITE Form of Proxy for use at the General Meeting; and

·    a reply-paid envelope for use in the UK for the return of the Forms of Proxy.

To vote at the Meetings

Whether or not you intend to attend the Court Meeting and/or the General Meeting, you are requested to complete and sign the enclosed BLUE and WHITE Forms of Proxy and return them in accordance with the instructions printed on them. Completed Forms of Proxy should be returned, in accordance with the instructions printed thereon, by post or, during normal business hours only, by hand to the Company's registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY, as soon as possible and, in any event, so as to be received by the times set out below:

(or in the case of any adjournment, not later than 48 hours before the time fixed for the holding of the adjourned Meeting).

It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of the opinions of the Scheme Shareholders. Therefore, whether or not you intend to attend the Meetings, you are strongly urged to sign and return your Forms of Proxy for both the Court Meeting and the General Meeting as soon as possible.

Notices convening the Court Meeting and the General Meeting are set out in the Scheme Circular.

If you are in any doubt as to the action you should take, you should contact an independent financial adviser authorised under FSMA if you are in the UK or, if you are outside of the UK, an appropriately authorised independent financial adviser and/or legal adviser without delay.

If you have any questions relating to the Meetings, the Scheme Circular or the completion and return of the Forms of Proxy, please address your questions in writing to the Company's registrars, Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY.

Failure to vote may result in the Scheme not becoming effective.

Further Information

The Scheme Circular contains full details of the Scheme, the expected timetable, the actions required from shareholders and information relating to New Phoenix. Copies of the Scheme Circular are available on the Company's website at www.getphoenix.co.uk/investors.

If shareholders are in any doubt as to the action they should take, they are recommended to seek their own independent financial, legal or tax advice.

The Directors of Phoenix accept responsibility for the contents of this announcement.

For further information please contact:

Important Notice 

The Company holds cryptocurrencies or cryptoassets. Whilst the Board of Directors of the Company and New Phoenix considers holding cryptocurrencies to be in the best interests of the Company and New Phoenix, the Boards of the Company and New Phoenix remain aware that the financial regulator in the UK (the Financial Conduct Authority or FCA) considers investment in cryptocurrencies to be high risk. At the outset, it is important to note that an investment in the Company and New Phoenix is not an investment in cryptocurrencies, either directly or by proxy and shareholders will have no direct access to the Company's or New Phoenix's holdings. However, the Board of Directors of the Company and New Phoenix consider cryptocurrencies to be an appropriate store of value and potential growth and therefore appropriate for the Company and New Phoenix. Accordingly, the Company is and intends to continue to be, as does New Phoenix, materially exposed to cryptocurrencies.  

Neither the Company or New Phoenix are authorised nor regulated by the FCA, and the purchase of certain cryptocurrencies are generally unregulated in the UK. As with most other investments, the value of cryptocurrencies can go down as well as up, and therefore the value of the Company's cryptocurrencies holdings and those of New Phoenix can fluctuate. The Company and New Phoenix may not be able to realise its cryptocurrencies holdings for the same as it paid to acquire them or even for the value the Company currently ascribes to its cryptocurrencies positions due to market movements. Neither the Company nor New Phoenix nor investors in the Company's shares are protected by the UK's Financial Ombudsman Service or the Financial Services Compensation Scheme and neither will they be protected by an investor compensation scheme in respect of New Phoenix. 

Cryptocurrencies may present special risks to the Company's and New Phoenix's financial position. These risks include (but are not limited to): (i) the value of cryptocurrencies can be highly volatile, with value dropping as quickly as it can rise. Investors in cryptocurrencies must be prepared to lose all money invested in cryptocurrencies; (ii) the cryptocurrencies market is largely unregulated. There is a risk of losing money due to risks such as cyber-attacks, financial crime and counterparty failure; (iii) the Company and New Phoenix may not be able to sell its cryptocurrencies at will. The ability to sell cryptocurrencies depends on various factors, including the supply and demand in the market at the relevant time. Operational failings such as technology outages, cyber-attacks and comingling of funds could cause unwanted delay; and (iv) cryptoassets are characterised in some quarters by high degrees of fraud, money laundering and financial crime. Prospective investors in the Company and New Phoenix are encouraged to do their own research before investing, including but not being limited reading the Scheme Circular.